**Exhibit10.17**

 

**EMPLOYMENTAGREEMENT**

 

EMPLOYMENT AGREEMENT effective as of April 1, 2004 (the“Commencement Date”) by and between SCL Ventures, Ltd. (the “Company” or “SCL”)and Jack Chin (the “Executive”) (this “Agreement”).

 

The parties hereto wish to enter into an employment agreement on theterms and conditions set forth below. Accordingly, in consideration of the premises and the respectivecovenants and agreements of the parties herein contained, and intending to belegally bound hereby, the parties hereto agree as follows:

 

# **1.**               Term.  The Executive’semployment under this Agreement shall commence on the Commencement Date andshall end, unless terminated earlier pursuant to Section 4, at the closeof business on March 30, 2005 (the “Term”).

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# **2.**               Title, Duties and Authority. The Executive shall serve as Vice President, Business Development of theCompany, and shall have such responsibilities and duties (consistent with theExecutive’s position as Vice President, Business Development of the Company) asmay from time to time be assigned to the Executive by the board of directors ofthe Company (the “Board”), and shall have all of the powers and duties usuallyincident to such offices.  In addition,throughout the Term, the Executive shall serve as a member of the Board.  The Executive shall devote substantially allof his working time and efforts to the business and affairs of the Company,except for vacations, illness and incapacity; provided, however,that the Executive may serve on the boards of directors of non-public companiesand charitable organizations and may devote reasonable time to charitable andcivic organizations, in all cases provided that the performance of his dutiesand responsibilities on such boards and in such service does not interfere substantiallywith the performance of his duties and responsibilities under this Agreement.

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# **3.**               Compensation and Benefits.

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## ***(a)***          Base Salary.  During the Term, but solely after the dateas of which the Company has raised, during the period commencing on the CommencementDate, the sum of Ten Million Dollars ($10,000,000), the Company shall pay theExecutive a base salary (“Base Salary) at the rate of One Hundred ThousandDollars ($100,000) per annum, payable in accordance with the Company’s regularpayroll practices.

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## ***(b)***         Employee Health andDental Benefits.  TheExecutive shall be entitled to participate in the Company’s employee health anddental benefits plan during the Term, as such plan may be in effect from timeto time.

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## ***(c)***          Expenses.  The Executive shall be entitled to receiveprompt reimbursement of his expenses incurred in the performance of hisemployment hereunder upon his submission to the Company of reasonable andcustomary expense claims to the Company, in accordance with the Company’sprocedures for expense reimbursement.

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## ***(d)***         Vacations.  The Executive shall be entitled to two (2)weeks paid vacation during the Term with no right to carry over unused days.

 

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(e)          SickPay.  The Executive shall be entitledto five (5) paid sick days during the Term, with no right to carry over unuseddays.

 

# **4.**               Termination. The Executive’s employment hereunder with the Company may be terminatedunder the following circumstances:

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# **Death or Disability**.  If the Executiveshall die or become disabled during the Term, the Company may terminate theExecutive’s employment hereunder for death or “Disability,” as applicable.  For purposes of this Agreement, theExecutive’s “Disability” shall be determined in the sole discretion of theBoard.

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## ***(a)***                                  Cause.  The Company may terminate the Executive’semployment hereunder for Cause.  Forpurposes of this Agreement, the Company shall have “Cause” to terminate theExecutive’s employment hereunder upon:

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### **(i)**                                     the failure by the Executive tosubstantially perform the Executive’s duties hereunder (other than any suchfailure resulting from the Executive’s Disability which shall be subject to theprovisions of Section 4(a));

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### **(ii)**                                  the willful violation by the Executive ofany of the Executive’s material obligations hereunder;

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### **(iii)**                               the willful engaging by the Executive inmisconduct which is materially injurious to the business or reputation of theCompany or any of its affiliates; or

 

### **(iv)**                              the Executive’s conviction of a felony.

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Notwithstanding the foregoing, the Executive shall not be terminatedfor Cause without:

 

(A)                              delivery of a writtennotice to the Executive setting forth the reasons for the Company’s intentionto terminate the Executive’s employment hereunder for Cause;

 

(B)                                the failure of theExecutive to cure the nonperformance, violation or misconduct described in thenotice referred to in clause (A) of this paragraph, if cure thereof ispossible, to the reasonable satisfaction of the Board, within fifteen (15) daysof the Executive’s receipt of such notice; and

 

(C)                                an opportunity for theExecutive, together with the Executive’s counsel, to be heard before the Board.

 

## ***(b)***                                 Without Cause.  The Company may terminate the Executive’semployment hereunder without Cause.

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## ***(c)***                                  Resignation.  The Executive may terminate the Executive’semployment hereunder by his resignation.

 

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# **5.**               Compensation upon Termination.

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## ***(a)***          Death or Disability.  If the Executive’s employment with theCompany hereunder is terminated on account of the Executive’s death orDisability pursuant to Section 4(a), the Company shall as soon aspracticable pay to the Executive or the Executive’s estate, as applicable, oras may be directed by the legal representatives of the Executive or theExecutive’s estate, as applicable, any Base Salary accrued and due to theExecutive under Section 3(a) through the date of the Executive’s death ortermination for Disability, as applicable. Other than the foregoing, the Company shall have no further obligationsto the Executive hereunder.

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## ***(b)***         By the Company forCause or By the Executive. If the Executive’s employment with the Company hereunder is terminatedby the Company for Cause pursuant to Section 4(b) or by the Executivepursuant to Section 4(d), the Company shall as soon as practicable pay theExecutive any Base Salary accrued and due to the Executive underSection 3(a) through the Executive’s date of termination.  Other than the foregoing, the Company shallhave no further obligations to the Executive hereunder.

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## ***(c)***          Termination By theCompany Without Cause. If the Company shall terminate the Executive’s employment hereunderwithout Cause pursuant to Section 4(c), then the Company shall:

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### **(i)**                                     as soon as practicable pay the Executiveany Base Salary accrued and due to the Executive under Section 3(a)through his date of termination;

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(ii)                                  continue to pay theExecutive his Base Salary in effect as of his date of termination for thelesser of the then remainder of the Term or one (1) year (or until such earliertime that the Executive violates the provisions of Section 6(a)), at thetimes such payments would otherwise have been made under Section 3(a); and

 

### **(iii)**                               provide the Executive for the lesser ofthe then remainder of the Term or one (1) year (or until such earlier time thatthe Executive violates the provisions of Section 6(a)), with continuedparticipation in the Company’s employee health and dental benefit plan, to theextent that such a plan shall then continue to be in effect.

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Other than the foregoing, the Company shall have no further obligationsto the Executive hereunder.

 

# **6.**                                       Restrictive Covenant.

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## ***(a)***                                  Reasonable Covenant.  It is expressly understood by and betweenthe Company and the Executive that the covenant contained in Section 6(b)is an essential element of this Agreement and that but for the agreement by theExecutive to comply with such covenant and thereby not to diminish the value ofthe organization and goodwill of the Company or any affiliate or subsidiary ofthe Company, including relations with their employees, clients, customers andaccounts, the Company would not enter into this Agreement.  The Executive has independently consultedwith his legal counsel and after such consultation agrees that such covenant isreasonable and proper.

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## ***(b)***                                 Nondisclosure ofConfidential Information. The Executive shall keep secret and confidential and shall not discloseto any third party in any fashion or for any purpose whatsoever, anyinformation regarding this Agreement, or any other information regarding theCompany or its affiliates or subsidiaries which is not available to the generalpublic, and/or not generally known outside the Company or any such affiliate orsubsidiary, to which he has or shall have had access at any time during thecourse of his employment with the Company, including, without limitation, anyinformation relating to the Company’s (and its affiliates’ or subsidiaries’):

 

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### **(i)**                                     business, operations, plans, strategies,prospects or objectives;

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### **(ii)**                                  products, technologies, processes,specifications, research and development operations and plans;

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### **(iii)**                               customers and customer lists;

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### **(iv)**                              distribution, sales, service, support andmarketing practices and operations;

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### **(v)**                                 financial condition and results ofoperations;

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### **(vi)**                              operational strengths and weaknesses; and

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### **(vii)**                           personnel and compensation policies andprocedures.

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Notwithstanding the foregoing provisions of this Section 6, theExecutive may discuss this Agreement with the members of his immediate familyand with his personal legal and tax advisors and may disclose the existence ofhis employment with the Company to any third party.

 

## ***(c)***                                  Specific Performance.  Without intending to limit the remedies availableto the Company or its affiliates or subsidiaries, the Executive hereby agreesthat damages at law would be an insufficient remedy to the Company or itsaffiliates or subsidiaries in the event that the Executive violates any of theprovisions of this Section 6 or of the following Section 7, and that,in addition to money damages, the Company or its affiliates or subsidiaries mayapply for and, upon the requisite showing, have injunctive relief in any courtof competent jurisdiction to restrain the breach or threatened breach of orotherwise to specifically enforce the covenants contained in Section 6 (b)and Sections 7 (b), (c) and (d).

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# **7.**                                       Matters Relating to Ocean InternationalHoldings Limited.

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(a)                                  ShareHeld as Nominee.  In accordance withthe laws of the Hong Kong Special Administrative Region of the People’sRepublic of China (“Hong Kong”) and at the direction of and on behalf of SCL,the Executive has purchased one (1) share of stock (the “Share”) of OceanInternational Holdings Limited, a company incorporated in Hong Kong (“OIHL”),issued in the name of the Executive, as nominee for SCL, pursuant to thatcertain Purchase and Sale Agreement, dated as of August 26, 2004, by andamong SCL, the Executive and the shareholders of OIHL.

 

(b)                                 Restrictionon Transfer.  The Executive shallnot sell, exchange, assign, transfer, pledge, hypothecate or otherwise disposeof the Share or a portion thereof (whether voluntary or involuntary and otherthan by operation of law), directly or indirectly, to another person (a“Transfer”) without the prior written consent of SCL.  Moreover, neither the Share nor any portion thereof may beTransferred unless the transferee executes and delivers to SCL an instrumentpursuant to which it agrees to be bound by the terms of this Section 7. Inaddition, and notwithstanding anything to the contrary contained herein, theExecutive may not Transfer all or any portion of the Share unless such Transferis in accordance with the laws of Hong Kong.

 

(c)                                  VotingRights.  The Executive agrees thatin connection with any matter with respect to which the stockholders of OIHLare required, entitled to or otherwise provided the right or opportunity tovote or consent, the Executive shall consult and confer with SCL and shall atall times vote his Share or consent or withhold consent or otherwise act,strictly in the manner directed by SCL. The Executive’s

 

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obligation hereunder shall apply with respect to the Share and anyother capital stock and securities of OIHL held by the Executive that havevoting power or otherwise are entitled to vote, consent or act with respect toany matter.

 

(d)                                 Drag-AlongRights.  If SCL desires to sell allor any portion of the shares of OIHL held by SCL to a third party, theExecutive agrees to (i) sell his Share, if requested, on the same terms andconditions of sale on which the shares of OIHL held by SCL are to be sold insuch transaction and (ii) take all reasonably necessary and desirable actionsin connection with the consummation of such transaction, including theexecution of such agreements and such instruments and other actions reasonablynecessary and desirable to provide the representations, warranties,indemnities, covenants, conditions, escrow agreements and other provisions andagreements relating to such transaction.

 

# **8.**                                       Successors.  This Agreementcannot be assigned by any of the parties hereto without the prior writtenconsent of the other party hereto, except that it shall be binding automaticallyon any successors and assigns of all or substantially all of the businessand/or assets of the Company (whether direct or indirect, by purchase, merger,consolidation or otherwise).

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# **9.**                                       Arbitration. Except as provided in Section 6(c), all controversies, claims ordisputes arising out of or relating to this Agreement shall be settled bybinding arbitration under the rules of the American Arbitration Association, asthe sole and exclusive remedy of either party, and judgment upon such awardrendered by the arbitrators(s) may be entered in any court of competentjurisdiction.  The costs of arbitrationshall be borne by the unsuccessful party or otherwise as determined by thearbitrators in their discretion.

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# **10.**                                 Governing Law. The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the State of Delaware without regardto conflicts of law principles.

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# **11.**                                 Amendments.  No provision ofthis Agreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing signed by the Executive andsuch officers of the Company as may be specifically designated for such purposeby the Board.

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# **12.**                                 Entire Agreement. This Agreement sets forth the entire agreement of the parties hereto inrespect of the subject matter contained herein and supersedes all prioragreements, promises, covenants, arrangements, communications, representationsor warranties, whether oral or written, by any officer, employee orrepresentative of any party hereto.

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# **13.**                                 Survival.  The obligationsof the parties hereto contained in Sections 5, 6, 7 and 9 shall survive thetermination of this Agreement.

 

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IN WITNESS WHEREOF, the parties have executed this Agreement as of thedate and year first above written.

 
|   | SCL VENTURES, LTD. |
|--------|--------------------|
|   |               |
|   | By:                |  /s/ Mitchell Sepaniak |   |
|   |               | Name: | Mitchell Sepaniak |
|   |               | Title: | President |
|   |               |
|   |               |
|   | /s/ Jack Chin      |   |
|   | Jack Chin          |
|        |                    |  |  |  |

 

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